MOA & AOA: Companies Act 2013, Section 4 & Table F

The Memorandum of Association is the company's charter with the outside world. Under Section 4 of the Companies Act 2013 it must carry five mandatory clauses: the name clause ending in "Private Limited", the registered office clause naming the State, the objects clause, the liability clause and the capital clause. A subscriber sheet closes the document, recording each first shareholder, the shares each takes and the witness who attests their signatures. The MOA defines what the company may lawfully do; an act beyond it is ultra vires and, historically, void against the company. Anything not written into the objects clause is, in principle, off-limits until the MOA is formally altered under Section 13.

The Articles of Association are the internal constitution. While the MOA faces outward, the AOA governs the relationship between the company, its directors and its members: share transfer restrictions, the power to issue further shares, board composition, quorum for meetings, dividend mechanics and the use of the common seal. Section 5 permits a company to adopt the model articles in Table F of Schedule I in full, in part, or to draft its own. The two documents are not interchangeable. Where the MOA is broadly fixed and hard to change, the AOA is the working rulebook you will return to every time the board acts. A founder who confuses the objects clause of the MOA with a management provision that belongs in the AOA invites a resubmission notice from the ROC.

The governing statute is the Companies Act 2013, read with the Companies (Incorporation) Rules 2014. Section 7 sets out the procedure for incorporation, and Rule 38, introduced in 2016, channels the entire filing through the SPICe+ (INC-32) web form on the MCA portal, where name reservation, DIN allotment, PAN, TAN, EPFO, ESIC and bank account opening are bundled into a single integrated application. For a Private Limited company with up to seven individual subscribers who are Indian residents, the MOA and AOA are not uploaded as separate Word files. They are filed electronically as eMOA (INC-33) and eAOA (INC-34), linked to SPICe+ and digitally signed. Physical attachments are reserved for the exceptions: more than seven subscribers, Section 8 companies, or non-individual first subscribers based outside India, who must attach apostilled MOA and AOA as PDFs.

Section 4 dictates the MOA's contents. A point founders still get wrong: the Companies Act 2013 abolished the old three-tier objects structure of the 1956 Act. There is no longer an "other objects" clause. The objects are now stated in two parts only, the main objects the company will pursue on incorporation and the matters considered necessary in furtherance of them. A company can no longer warehouse unrelated future businesses in a catch-all paragraph; activities outside the stated objects require a Section 13 special resolution and a fresh ROC filing. The Companies (Amendment) Act 2015 separately removed the minimum paid-up capital floor, so there is no mandatory capital threshold to incorporate, though you still need at least two shareholders and two directors. The model articles in Table F remain the safe default for a company limited by shares. For the authoritative form and the statutory tables, the Ministry of Corporate Affairs guidance on SPICe+ and the eMOA and eAOA forms is the source that controls ROC practice. If your AOA differs from a separately signed shareholders agreement aligned with the Companies Act 2013, the articles prevail in dealings with third parties, so the two must be reconciled before filing.

The clearest trigger is a fresh incorporation. The moment two or more promoters decide to form a Private Limited company, the MOA and AOA become non-negotiable attachments to the SPICe+ application, and incorporation cannot proceed without them. A second, frequent scenario is converting an existing structure, where partners running a firm under the Indian Partnership Act 1932 want limited liability and outside investment, and so incorporate a company that needs its own charter rather than the partnership's partnership deed under the Indian Partnership Act 1932. The objects of the old business have to be re-expressed in statutory MOA language, which is rarely a copy-paste exercise.

You also revisit these documents whenever the company outgrows them. A startup raising its first institutional round will find investors insisting on amended articles that bolt on pre-emption rights, anti-dilution protection, reserved matters and board nomination rights, none of which sit comfortably in Table F as adopted. Adding a new line of business that falls outside the registered objects forces an MOA alteration under Section 13, complete with a special resolution and an MGT-14 filing. One edge case worth flagging: where a subscriber is a foreign national or a body corporate based outside India, the eMOA and eAOA route is unavailable and apostilled physical copies must be attached instead, a detail that catches many cross-border founders mid-filing. Another arises with a One Person Company, whose MOA must additionally carry a nominee clause naming the person who takes over on the sole member's death, a requirement absent from a multi-member Private Limited charter.

• The name clause of the MOA states the approved company name exactly as reserved through SPICe+ Part A or the RUN service, ending in "Private Limited". A mismatch between the reserved name and the name in the MOA is one of the most common resubmission triggers, so the template locks the two together.
• The registered office clause names only the State in which the registered office is situated, not the full address. The exact address is notified separately within thirty days of incorporation under Section 12, and the template keeps the MOA clause deliberately at State level to avoid an unnecessary later alteration.
• The objects clause is drafted in the two-part structure the Companies Act 2013 now mandates: the main objects pursued on incorporation, and the matters necessary in furtherance of them. The template gives you room to state your principal business with enough specificity to satisfy banks and licensing authorities, while warning against the abolished "other objects" catch-all.
• The liability and capital clauses confirm that members' liability is limited to the amount unpaid on their shares and set the authorised share capital divided into shares of a fixed nominal value. The subscriber sheet then records each first shareholder, the shares subscribed and the attesting witness, all of which the eMOA requires to be digitally signed.
• The share transfer and pre-emption articles in the AOA restrict the right to transfer shares, the defining feature of a private company under Section 2(68), and give existing members first refusal before any outsider can come in. These provisions are where the articles most often need tailoring beyond Table F.
• The board and meeting articles fix the number of directors, the quorum for board and general meetings, the chair's casting vote and the procedure for resolutions, drawing on Table F but adjusted to the founders' actual governance intentions.

Although the Companies Act 2013 and the SPICe+ process are uniform across India, the MOA's registered office clause fixes the company to a single State, and that choice carries State-level consequences that the charter itself triggers. Stamp duty on the MOA and AOA is a State subject, levied under each State's Stamp Act, and the SPICe+ system computes it automatically from the State of the registered office and the authorised capital. Maharashtra, for instance, applies a different MOA and AOA stamp slab from Delhi or Karnataka, and a company incorporating in Mumbai will see a materially different stamp computation from one registering in Bengaluru, even with identical capital. Founders sometimes assume stamp duty is a flat national figure; it is not, and the registered State you write into the MOA decides it.

Professional tax registration through SPICe+ is also State-specific. It is mandatory at incorporation only for companies registered in Maharashtra, Karnataka and West Bengal, so a company choosing a registered office in one of those States picks up an additional integrated registration that a company in, say, Gujarat does not. The choice of State further determines which ROC jurisdiction processes the file and which Regional Director hears any later application, such as a registered office shift from one State to another, which requires a Section 13 alteration and Regional Director approval. Where founders operate across States, the registered office named in the MOA should reflect the genuine principal place of decision-making, because the address proof and utility bill attached to SPICe+ must corroborate it, and a board resolution for opening a company bank account and other post-incorporation filings will all key off that registered State. None of this changes the statutory form of the MOA and AOA, but the State you commit to in the charter quietly sets your stamp cost, your registration obligations and your compliance home for the life of the company.

You begin by confirming the company name reserved through SPICe+ Part A, because the MOA name clause must match it character for character. From there the template asks for the State of the registered office, which feeds the stamp duty computation and the ROC jurisdiction, and you state the principal business in the objects clause in plain, specific terms rather than reaching for a generic catch-all the Companies Act 2013 no longer permits. The capital clause is next, where you set the authorised capital and the nominal value per share, with no minimum imposed by statute. You then record each subscriber, the number of shares each takes and the witness details, since the eMOA will need every subscriber's Digital Signature Certificate affixed. On the AOA side, you decide how far to adopt Table F and where to depart from it, tailoring the share transfer, pre-emption and board provisions to your founders' arrangement. Before you file, reconcile the AOA against any non-disclosure agreement enforceable under the Contract Act 1872 or investor side letter so nothing in the articles contradicts a separate signed instrument. The finished MOA and AOA download as Word and PDF, ready to convert into the eMOA (INC-33) and eAOA (INC-34) attachments or to upload directly where physical copies apply.

The most damaging error is treating the objects clause as boilerplate. Founders still draft it on the old 1956 Act model with a sprawling "other objects" section, and the ROC bounces it because that category no longer exists under Section 4. A clause that is too narrow is just as costly the other way: a company whose objects omit a business it actually intends to run cannot lawfully enter contracts for it, and unwinding that needs a Section 13 special resolution and an MGT-14 filing months later. The second recurring failure is a contradiction between the AOA and a separately negotiated shareholders agreement. When the articles say one thing about share transfers and the side agreement says another, the articles win against third parties, and the founders discover their carefully negotiated rights are unenforceable where it matters.

Procedural slips account for most resubmissions. A name in the MOA that does not match the reserved name to the letter, a missing or invalid Digital Signature Certificate on a subscriber's eMOA, or a witness who has not properly attested the subscriber sheet will each draw a resubmission remark and reset your timeline. The eMOA and eAOA route is available only where all up to seven subscribers are Indian residents with valid DSCs; a single foreign or body-corporate subscriber forces the apostilled physical-attachment route instead. Finally, many founders forget that incorporation is the start, not the end: notifying the exact registered office address within thirty days under Section 12, filing the board and shareholder resolutions for appointments and allotments, and maintaining the statutory registers are obligations the charter sets in motion the day the Certificate of Incorporation issues.